EXHIBIT A

               PLAN OF LIQUIDATION AND DISSOLUTION

                                OF

               LEXINGTON TAX FREE MONEY FUND, INC.


     This Plan of Liquidation and Dissolution (the "Plan") of the
Lexington Tax Free Money Fund, Inc., a Maryland corporation (the "Fund"),
has been approved by the Board of Directors of the Fund (the "Board") as
being advisable and in the best interests of the Fund and its stock-
holders.  The Board has directed that this Plan be submitted to the
holders of the outstanding voting shares of the Fund's Common Stock (the
"Stockholders") for their adoption or rejection at a special meeting of
stockholders and has authorized the distribution of a Proxy Statement
(the "Proxy Statement") in connection with the solicitation of proxies
for such meeting.  Upon such adoption, the Fund shall voluntarily
dissolve and completely liquidate in accordance with the requirements of
the Maryland General Corporation Law (the "MGCL") and the Internal
Revenue Code of 1986, as amended (the "Code"), as follows:

     1.   Adoption of Plan.  The effective date of the Plan (the
          "Effective Date") shall be the date on which the Plan is
          adopted by the shareholders.

     2.   Sale or Distribution of Assets.  As soon as practicable after
          the Effective Date, but in no event later than September 30,
          1997 (the "Liquidation Period"), the Fund shall have the
          authority to engage in such transactions as may be appropriate
          to its dissolution and liquidation, including, without
          limitation, the consummation of the transactions described in
          the Proxy Statement.

     3.   Provisions for Liabilities.  Within the Liquidation Period,
          the Fund shall pay or discharge or set aside a reserve fund
          (the "Reserve Fund") for, or otherwise provide for the payment
          or discharge of, any liabilities and obligations, including,
          without limitation, contingent liabilities.

     4.   Distribution to Stockholders.  As soon as practicable after a
          vote of approval of this Plan by the shareholders of the Fund,
          the Fund shall liquidate and distribute pro rata on the date
          of liquidation (the "Liquidation Date") to its shareholders of
          record as of the close of business on the Liquidation Date all
          of the remaining assets of the Fund in complete cancellation
          and redemption of all the outstanding shares of the Fund,
          except for cash, bank deposits or cash equivalents in an
          estimated amount necessary to (i) discharge any unpaid
          liabilities of the Fund on the Fund's books on the Liquidation
          Date, including, but not limited to, income dividends and
          capital gains distributions, if any, payable for the period
          prior to the Liquidation Date, and (ii) pay such contingent
          liabilities as the Fund's Board of Directors shall reasonably
          deem to exist against the assets of the Fund on the Fund's
          books.  

     5.   Notice of Liquidation.  As soon as practicable after the
          Effective Date but in no event later than 20 days prior to the
          filing of Articles of Dissolution as provided in Section 6
          below, the Fund shall mail notice to all its creditors and
          employees that this Plan has been approved by the Board and
          the shareholders as provided in the MGCL.

     6.   Articles of Dissolution.  Within the Liquidation Period and
          pursuant to the MGCL, the Fund shall prepare and file Articles
          of Dissolution (the "Articles") with and for acceptance by the
          Maryland State Department of Assessments and Taxation (the
          "Department").

     7.   Amendment or Abandonment of Plan.  The Board may modify or
          amend this Plan at any time without shareholder approval if it
          determines that such action would be advisable and in the best
          interests of the Fund and its shareholders.  If any amendment
          or modification appears necessary and in the judgment of the
          Board will materially and adversely affect the interests of
          the shareholders, such an amendment or modification will be
          submitted to the shareholders for approval.  In addition, the
          Board may abandon this Plan without shareholder approval at
          any time prior to the filing of the Articles if it determines
          that abandonment would be advisable and in the best interests
          of the Fund and its shareholders.

     8.   Powers of Board and Officers.  The Board and the officers of
          the Fund are authorized to approve such changes to the terms
          of any of the transactions referred to herein, to interpret
          any of the provisions of this Plan, and to make, execute and
          deliver such other agreements, conveyances, assignments,
          transfers, certificates and other documents and take such
          other action as the Board and the officers of the Fund deem
          necessary or desirable in order to carry out the provisions of
          this Plan and effect the complete liquidation and dissolution
          of the Fund in accordance with the Code and the MGCL
          including, without limitation, the filing of a Form N-8F with
          the Securities and Exchange Commission and withdrawing any
          qualification to conduct business in any state in which the
          Fund is so qualified, as well as the preparation and filing of
          any tax returns.

     9.   Termination of Business Operations.  As soon as practicable
          upon adoption of the Plan, the Fund shall cease to conduct
          business except as shall be necessary in connection with the
          effectuation of its liquidation.





THE LEXINGTON TAX FREE MONEY FUND, INC.


Robert M. DeMichele, President